EXHIBIT 10.1



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR
AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE COMPANY THAT AN EXEMPTION
FROM REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.

THIS NOTE IS ONE OF A SERIES OF NOTES OF THE SAME TERMS AND TENOR THAT MAY BE
ISSUED BY MAKER UP TO AN AGGREGATE OF $2,000,000.

                                ASHCROFT HOMES CORPORATION

                     10% CONVERTIBLE PROMISSORY NOTE (the "Note")

$25,000.00                                                        March 27, 2004

     FOR VALUE RECEIVED, the undersigned maker, Ashcroft Homes Corporation, a
Colorado corporation (the "Maker"), promises to pay to the order of Investor
(the "Holder"), the principal sum of Twenty Five Thousand Dollars ($25,000.00)
in quarterly payments of interest only of ten percent (10%) per annum of the
principal balance payable in arrears commencing March 31, 2004 with all
subsequent interest only payments due on a quarterly basis thereafter and with
all principal and accrued but unpaid interest due on December 31, 2005 unless
this Note has been previously converted to the Maker's common stock as set forth
below. The Maker will pay all payments due pursuant to this Note to Holder at
Address or at such other place as Holder may designate in writing.

     This Note may be converted to the Maker's no par value common stock by the
Holder at any time until this Note is paid in full at the lesser of $1.00 per
share or 80% of the average closing price of the common stock for the twenty
(20) days prior to the date that the Maker receives written notice of conversion
from the Holder. However, if the conversion price is less than $.30 per share,
the Maker may elect to pay 110% of the face amount of this Note plus all accrued
but unpaid interest to the date of payment rather than issuing its common stock
at less than $.30 per share. Other than the foregoing, the Maker may not prepay
this Note in whole or in part without the Holder's consent in writing to such
prepayment. Unless the shares upon conversion are covered by an effective
registration statement, such shares shall be "restricted securities" as that
term is defined in the Securities Act of 1933, as amended. The certificate
representing such shares shall bear the following or a similar legend:

           "These securities have not been registered under the
           Securities Act of 1933, as amended, or any state securities
           laws and may not be sold or otherwise transferred or
           disposed of except pursuant to an effective registration
           statement under any applicable federal and state securities
           laws, or an opinion of counsel satisfactory to counsel to
           the corporation that an exemption from registration is
           available."

Maker will be in default if any of the following happens: (a) Maker fails to
make any payment within ten (10) days of when due or (b) Maker fails to perform
at the time and in the manner provided in this Note or any agreement related to
this Note.


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     Upon default, Holder may declare the entire unpaid principal balance on
this Note and all accrued unpaid interest immediately due, without notice, and
then Maker will pay that amount. Upon default, including failure to pay any
payment within ten (10) days of when due or upon the final maturity, whichever
occurs first, Holder, at its option, may also if permitted under applicable law,
do one or both of the following: (a) increase the interest rate on this Note to
15%, and (b) add any unpaid accrued interest to principal and such sum will bear
interest therefrom until paid at the rate provided in this Note (including any
increased rate). If Maker is in default, Maker also will pay reasonable costs
and expenses of collection including, subject to any limits under applicable
law, Holder's reasonable attorney's fees and legal expenses whether or not there
is a lawsuit. If not prohibited by applicable law, Maker also will pay any court
costs, in addition to all other sums provided by law. This Note shall be senior
to the Maker's common and preferred stock.

     No delay or omission on the part of Holder in the exercise of any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. A waiver by Holder of any right or remedy conferred to it hereunder
on any one occasion shall not be construed as a bar to, or waiver of, any such
right and/or remedy as to any future occasion. Maker and all persons now or
hereafter becoming obligated or liable for the payment hereof do jointly and
severally waive demand, notice of non-payment, protest, notice of dishonor and
presentment. No failure to accelerate the indebtedness evidenced hereby by
reason of default hereunder, acceptance of a past-due installment or other
indulgences granted from time to time, shall be construed as a novation of this
Note or as a waiver of such right of acceleration or of the right of Holder
thereafter to insist upon strict compliance with the terms of this Note or to
prevent the exercise of such right of acceleration or any other right granted
hereunder or by applicable law.

     No Maker intends or expects to pay, nor does Holder intend or expect to
charge, collect or accept, any interest greater than the highest legal rate of
interest which may be charged under any applicable law. Should the acceleration
hereof or any charges made hereunder result in the computation or earning of
interest in excess of such legal rate, any and all such excess shall be and the
same is hereby waived by Holder, and any such excess shall be credited by Holder
to the principal balance hereof.

     This Note shall be construed and enforced according to the laws of the
State of Colorado excluding all principles of choice of laws, conflict of laws
or comity. Each person now or hereafter becoming obligated for the payment of
the indebtedness evidenced hereby consents to personal jurisdiction and venue in
Arapahoe County, Colorado, in the event of any litigation in any way arising out
of this Note, or any property given as security for the amounts evidenced by
this Note.

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     This Note shall be binding on the successors and assigns of Maker. Maker
may not assign this Note without the written consent of Holder. This Note shall
inure to the benefit of the Holder's successors, assigns, heirs or personal
representatives. The term "Holder" used herein shall include any future holder
of this Note. The terms of this Note may not be changed orally.

     Whenever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note.

                                 MAKER:

                                 ASHCROFT HOMES CORPORATION,
                                 a Colorado corporation


                             By: /s/ Joe A. Oblas
                                 --------------------------------------
                                 Joe A. Oblas, Executive Vice President



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